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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-20 · 243 added, 218 removed, 299 unchanged (61% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand WillScot Holdings Corporation's ("WillScot") operations and our present business environment.

MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part II, Item 8 of this report.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our operations and current business environment.

MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part II, Item 8.

Financial Statements and Supplemental Data of this Annual Report on Form 10-K.

All references to "Notes" in this MD&A are to notes to our financial statements.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the year ended December 31, 2025 or prior periods.

On January 31, 2023, the Company completed the sale of its United Kingdom Storage Solutions ("UK Storage Solutions") segment.

This MD&A presents the historical financial results of the former UK Storage Solutions segment as discontinued operations for all periods presented.

For further discussion regarding our results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”).

We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key operational metrics that are used by management to evaluate Company performance.

Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the year ended December 31, 2024.

The consolidated financial statements were prepared in conformity with GAAP.

We use certain non-GAAP financial measures to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance.

Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures section.

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We offer our customers an extensive selection of space solutions with over 128,000 modular space units and over 176,000 portable storage units in our fleet.

Our diverse product offering includes modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage solutions (portable storage containers and climate-controlled containers and trailers).

We also offer our customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the overall customer experience.

Our diverse product offering includes:

• Modular Space Solutions :

modular office complexes, mobile offices, classrooms, ground level offices, blast-resistant modules, clearspan structures and sanitation solutions.

• Portable Storage Solutions :

portable storage containers and climate-controlled containers and trailers.

• Value-Added Products ("VAPS") :

a thoughtfully curated selection of solutions that supports our "Right from the Start" value proposition, including workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the customer experience.

We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations.

We also provide incremental value to our customers by providing other services, including technical expertise and oversight for customers regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements.

We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico.

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We primarily lease, rather than sell, our space solutions to customers, which results in a highly diversified and predictable recurring revenue stream.

Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease or national account agreements.

Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease or enterprise account agreements.

Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle.

The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us.

Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 41 months.

We believe our lease revenue is highly predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio.

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In 2025, we supported these initiatives by:

• Introducing new VAPS, including solar panels and perimeter solutions,

• Introducing new powerful digital marketing, customer service, and sales tools to enhance the digital experience for customers,

• Launching an enhanced customer portal with expanded customer self-service capabilities, and

• Growing our portfolio of new product solutions for our customers, including climate-controlled storage and clearspan structures.

• Expanding our Enterprise Accounts and business development team with a focus on key industry verticals,

• Investing in the sales force and implementing new sales enablement tools to support stronger operational productivity and effectiveness,

• Launching an ecommerce solution to facilitate the customer experience through technology and self-service capabilities, and

• Continuing to grow our portfolio of new product solutions for our customers, including climate-controlled storage, clearspan structures, and perimeter solutions.

2025 Full-Year Summary

For the year ended December 31, 2025, as compared to the year ended December 31, 2024, results and key drivers of our financial performance included:

• Total revenues increased $31.0 million, or 1.3%, to $2,395.7 million for the year ended December 31, 2024.

Leasing revenue increased $5.9 million, or 0.3%, driven by increased pricing and VAPS penetration, partially offset by a decrease in total average units on rent of 33,973, or 13.3%.

Lower demand was driven largely by reductions in non-residential construction project start activity over the past two years as a result of higher interest rates.

Lower demand reduced deliveries resulting in a decrease in delivery and installation revenue of $18.3 million, or 4.2%.

New unit sales revenue increased by $26.4 million, or 54.8%, mostly related to sales activity from a modular space manufacturing business acquired in the third quarter of 2023;

and rental unit sales revenue increased $16.9 million, or 37.2%.

• Generated income from continuing operations of $28.1 million for the year ended December 31, 2024, representing a decrease of $313.7 million ver sus the year ended December 31, 2023.

The decrease included the $180.0 million termination fee paid to McGrath RentCorp ("McGrath") related to the terminated acquisition of McGrath (see "Termination of Agreement to Acquire McGrath RentCorp" under "Significant Developments" below);

a $132.5 million impairment loss on intangible asset as a result of our re-branding;

and other discrete costs of $64.8 million, including:

– $42.4 million of legal and professional fees related to the terminated acquisition of McGrath.

– $8.6 million of restructuring expense largely related to employee termination costs as a result of a cost-reduction plan implemented in June 2024 for certain centralized and redundant resources related to task localization and the unification of our go-to market structure.

– $8.2 million of integration costs related to the final systems and field harmonization contemplated under the WillScot and Mobile Mini integration plan, which combined sales and operations teams under a single leadership structure and upgraded our field service and dispatch system to better utilize our operational resources across all product lines.

• Generated Adjusted EBITDA from continuing operations of $1,063.2 million for the year ended December 31, 2024, representing an increase of $1.7 million, or 0.2%, as compared to 2023.

• Net cash provided by operating activities decreased $199.6 million to $561.6 million for the year ended December 31, 2024, primarily due to payments of $225.7 million for the McGrath termination fee and transaction costs from terminated acquisitions.

• Net cash used in investing activities, excluding cash used for acquisitions and proceeds from the sale of discontinued operations, increased $56.5 million to $241.1 million due to an increase in the purchase of rental equipment and refurbishments of $53.9 million as a result of increased new fleet purchases, modular refurbishments, and investments in VAPS for portable storage containers.

Climate-controlled containers represented the majority of new fleet purchases.

• Total revenues decreased $114.3 million, or 4.8%, to $2,281.4 million for the year ended December 31, 2025.

The decline in revenue was driven by a decrease in units on rent, two large projects in the prior year of approximately $26.0 million, and a $63.5 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.

The increased write-offs were primarily driven by aged receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.

However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in selling, general, and administrative expense ("SG&A") to the extent that the related receivables were already reserved.

Additionally, seasonal retail demand, primarily for storage containers, was down approximately $13 million year-over-year.

• Leasing revenue decreased $90.9 million, or 4.9%, driven by a decrease in total average units on rent of 24,903, or 11.3%.

Lower demand was driven by reductions in non-residential construction project start activity over the past three years as a result of higher interest rates.

The decline was also driven by an increase of $48.7 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, as well as a decrease of $6 million in seasonal retail demand, primarily for storage containers, partially offset by a 4.9% increase in modular average monthly rate and a 7.5% increase in storage average monthly rate.

The 4.9% increase in modular average monthly rate was driven by our continued price optimization strategy.

The 7.5% increase in storage average monthly rate was driven by a higher mix of climate-controlled containers on rent relative to steel containers.

• Delivery and installation revenue decreased $30.0 million, or 7.2%, driven by fewer deliveries, two large projects in the prior year representing approximately $26.0 million, and a $10.7 million increase in accounts receivable write-offs, partially offset by increased delivery and installation revenue driven by favorable product mix from large complex installations.

• Sales revenue:

new unit sales revenue increased by $3.4 million, or 4.6%, and rental unit sales revenue increased $3.1 million, or 5.0%.

• Generated net loss of $53.0 million for the year ended December 31, 2025, representing a decrease to net income of $81.1 million ver sus the year ended December 31, 2024.

The net loss included costs of $361.9 million, including:

– $301.9 million of restructuring costs related to our Network Optimization Plan, consisting of accelerated depreciation of rental equipment.

– $41.0 million of accelerated depreciation expense and $3.8 million reported in costs of leasing to implement the Company's real estate exit initiatives prior to the approval of the Network Optimization Plan.

– $5.1 million in non-equity executive transition costs included in SG&A.

• Generated Adjusted EBITDA of $971.0 million for the year ended December 31, 2025, representing a decrease of $92.1 million, or 8.7%, as compared to 2024.

• Net cash provided by operating activities increased $200.3 million to $762.0 million for the year ended December 31, 2025, primarily due to 2024 payments of $225.7 million for the termination fee paid in connection with the termination of our proposed merger with McGrath RentCorp.

("McGrath") and transaction costs from terminated acquisitions.

• Net cash used in investing activities , excluding cash used for acquisitions, increased $31.6 million to $272.8 million due to an increase in the purchase of rental equipment and refurbishments of $36.8 million as a result of increased new fleet purchases, modular refurbishments, and investments in VAPS to support strong activity in large project demand.

• Generated Adjusted Free Cash Flow of $488.8 million for the year ended December 31, 2025, representing a decrease of $65.2 million, or 11.8%, as compared to 2024.

During the year ended December 31, 2025, we deployed Free Cash Flow to:

– Acquire assets from a regional provider of modular solutions, two regional providers of climate-controlled storage units, a US national provider of premium large clearspan structures, and a US regional provider of perimeter solutions for $121.2 million.

– Acquire a regional provider of climate-controlled containers and trailers and rental fleet assets from two companies for $141.3 million.

– Repurchase $97.5 million of our Common Stock, reducing outstanding Common Stock by 3.9 million shares.

• We believe the predictability of our Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities we see in the market, maintaining leverage in our stated range, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.

In addition to using GAAP financial measurements, to evaluate our operating results, we use Adjusted EBITDA, Adjusted Free Cash Flow, and Net Capex, which are non-GAAP financial measures.

– Redeem $50.0 million of our 2031 Secured Notes to reduce borrowing costs.

– Reduce outstanding borrowings under our ABL Facility by $67.6 million.

– Pay quarterly dividends of $0.07 per share, returning $51.1 million to our stockholders.

• We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, opportunistically executing accretive acquisitions, and returning capital to stockholders via

share repurchases and dividends.

We also believe our strong operating cash flow generation, countercyclical net capital expenditure ("Net CAPEX") profile, and $1.4 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.

In addition to using GAAP financial measures, to evaluate our operating results, we use Adjusted EBITDA, Adjusted Free Cash Flow, and Net CAPEX, which are non-GAAP financial measures.

As such, we include in this Annual Report on Form 10-K reconciliations to their most directly comparable GAAP financial measures.

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Significant Developments

Termination of Agreement to Acquire McGrath RentCorp

On January 28, 2024, we entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath.

On September 17, 2024, the Company and McGrath mutually agreed to terminate the Merger Agreement.

In accordance with the terms of the Merger Agreement, the Company paid McGrath a $180.0 million termination fee.

During the year ended December 31, 2024, the Company recorded $42.4 million in legal and professional fees related to terminated transactions within selling, general, and administrative (“SG&A”) expense.

Segment Reporting

In January 2024, we completed the unification of our go-to market structure by integrating our modular and storage divisions under a single leadership team organized by metropolitan statistical area ("MSA"), which enables us to consistently deliver our portfolio of solutions to our entire customer base.

In connection with this change in operating model, we realigned the composition of our operating segments.

As a result, we concluded that we have two operating segments (US and Other North America) that aggregate into one reportable segment.

Restructuring

In June 2024, we implemented a cost-reduction plan for certain centralized and redundant resources related to task localization and the unification of our go-to market structure.

During the year ended December 31, 2024, r estructuring costs incurred under this plan i ncluded employee termination costs of $8.6 million.

Mobile Mini Trade Name Impairment

In 2024, we executed a rebranding under the WillScot brand name and discontinued the use of the Mobile Mini brand name.

T he Mobile Mini indefinite-lived trade name was tested for impairment, and we recorded an impairment loss on intangible asset of $132.5 million on the consolidated statement of operations.

After the impairment charge , t he remaining net book value of the Mobile Mini trade name was $31.5 million, which is amortized over the remaining useful life of the asset.

Leadership Updates

On September 3, 2025, our Board of Directors unanimously elected Tim Boswell as Chief Executive Officer and as a director, effective January 1, 2026.

Also effective September 4, 2025, Worthing Jackman, former non-Executive Chairman of the Board, began serving as Executive Chairman of the Board, to continue to lead the Board and to assist the CEO and senior management team in achieving the Company’s strategic plan.

In addition, Jeff Sagansky was appointed Lead Independent Director.

Network Optimization Plan

During 2025, following the integration of our modular and storage field operations in 2024, we evaluated our real estate footprint on a property-by-property basis to opportunistically reduce overall real estate costs while maintaining market coverage.

To exit certain real estate positions, we disposed of certain rental fleet units, with a primary focus on long idle, non-standard, or higher repair cost units, while maintaining adequate idle fleet to meet projected demand.

During the eleven months ended November 30, 2025, rental equipment identified for disposal was depreciated to its salvage value, resulting in approximately $41.0 million of incremental rental equipment depreciation.

During 2025, we exited 60 acres of real estate.

In December 2025, we initiated a comprehensive Network Optimization Plan based on a robust, strategic analysis, identifying additional real estate locations for exit, which was approved by the Board of Directors on December 18, 2025.

Exiting those locations necessitates the disposal of certain rental equipment.

The restructuring plan encompasses exiting approximately 665 acres of real estate over the next four years, representing 108 branch and drop lot locations and approximately 25% of our leased acreage.

To enable these exits, we identified rental fleet units with a net book value of $312.1 million to be abandoned, representing approximately 53,000 units (approximately 31,000 portable storage units and 22,000 modular space units), concentrated on long idle, nonstandard, or higher repair cost units.

We believe these actions will reduce expected annual real estate cost increases, leave adequate idle fleet to meet future projected demand, and maintain all market coverage and customer service capabilities.

We expect to substantially complete all real estate exits and related rental equipment disposals under the Network Optimization Plan by 2029.

For the year ended December 31, 2025, we recorded restructuring costs for the Network Optimization Plan of $301.9 million, consisting primarily of accelerated depreciation of rental equipment.

We expect the initiative to result in future costs consisting of rental equipment disposal costs of approximately $40 million and rental equipment relocation costs of approximately $20 million.

Disposal costs consist of demolition costs, waste removal fees and scrapping fees.

Disposal costs will be recorded within restructuring costs when incurred.

Relocation costs consist primarily of costs to relocate units to other branch locations.

Relocation costs will be recorded within costs of leasing when incurred.

The amount and timing of the actual charges may vary due to a variety of factors, including the ability of vendors to accommodate disposal volumes and additional time needed to exit leased properties.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

Financing Activities

On June 28, 2024, we completed a private offering of $500.0 million in aggregate principal amount of 6.625% senior secured notes due 2029 (the "2029 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $495.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

Asset Acquisitions and Business Combination

During 2024, we acquired certain assets of three regional storage and modular companies, which consisted primarily of approximately 600 cold storage units and 800 modular units, and certain assets of a national provider of clearspan solutions for $84.5 million in cash.

As of the acquisition dates, the fair value of rental equipment acquired was $80.7 million.

During 2024, we also acquired certain assets from a US regional provider of perimeter solutions for $36.8 million in cash.

As of the acquisition date, goodwill acquired was $25.3 million, intangible assets acquired were $2.5 million, and the fair value of rental equipment acquired was $8.8 million.

The preliminary allocation of purchase price, including the valuation of acquired rental equipment and intangible assets, is based on the best estimates of management and is subject to revision as additional information is obtained.

On March 26, 2025, we completed a private offering of $500.0 million in aggregate principal amount of our 2030 Secured Notes.

We used the net proceeds of the offering, together with $33.0 million of additional borrowings under the ABL Facility to (i) redeem all outstanding 2025 Secured Notes at a redemption price equal to 100.00% of the principal amount of the 2025 Secured Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest, and (ii) pay related fees and expenses.

We redeemed the 2025 Secured Notes to extend the Company's debt maturity profile, consistent with our capital structure optimization strategy.

The redemption did not result in a material gain or loss on extinguishment of debt, as the 2025 Secured Notes were redeemed at par and related fees were expensed as incurred.

On October 16, 2025, we amended our ABL Facility to reduce borrowing costs and extend the maturity date to October 16, 2030.

The aggregate principal amount of the ABL Facility was reduced from $3.7 billion to $3.0 billion to reduce undrawn line fees, and the accordion feature was increased from $750 million to $1.0 billion.

We anticipate meaningful annual cash interest expense savings of approximately $5.0 million at current borrowing levels with opportunities to further reduce our interest costs in the future based on availability under the ABL Facility and net debt to EBITDA leverage levels.

We recorded a loss on extinguishment of debt of $3.4 million associated with the amendment.

After giving effect to the extension, we have no maturities of debt until 2028 other than for finance leases.

On November 18, 2025, we redeemed $50.0 million of the 2031 Secured Notes to reduce borrowing costs.

The redemption resulted in a $2.0 million loss on extinguishment of debt.

Business Combination and Asset Acquisitions

During the year ended December 31, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units.

We expect this acquisition to expand our climate-controlled product offering and enhance our regional market presence, with anticipated operational synergies and customer cross-sell opportunities.

As of the acquisition date, the fair value of the goodwill recorded was $54.8 million, the fair value of the intangible assets acquired was $18.7 million, and the fair value of rental equipment acquired was $36.6 million.

The purchase price allocation is preliminary, based on the best estimates of management, and subject to revision as management obtains additional information regarding the valuation of acquired rental equipment and intangible assets.

Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following acquisition.

During the year ended December 31, 2025, we also acquired $23.2 million in rental fleet assets from two companies for $25.8 million in cash.

Share Repurchases

In September 2024, our Board of Directors approved a reset of our share repurchase program authorizing us to repurchase up to $1.0 billion of our outstanding shares of Common Stock and equivalents.

During the year ended December 31, 2025, we repurchased 3,924,846 shares of Common Stock for $97.5 million.

As of December 31, 2025, $724.3 million of the approved share repurchase pool remained available.

Interest Rate Swap Agreements

In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $500.0 million in aggregate notional amount of variable-rate debt under the Company's ABL Facility.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70% on the notional amount.

The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The swap agreements terminate on June 30, 2027.

The Company intends to continue its share repurchases based on available cash flow, capital allocation priorities, and market conditions.

On February 18, 2025, our Board of Directors approved a quarterly dividend program.

In 2025, our Board of Directors declared quarterly dividends of $0.07 per share, totaling $51.7 million.

Dividends paid were $51.1 million for the year ended December 31, 2025.

The Company intends to continue its quarterly dividend program, subject to Board approval and based on available cash flow, capital allocation priorities, and market conditions.

Economic Conditions

In 2024 and 2023, as a result of the decline in non-residential construction starts in the US due to higher interest rates and the impact of these higher rates on lending availability primarily on smaller projects, we experienced a decline in unit activations resulting in lower units on rent.

Over the past three years, as a result of the decline in non-residential construction starts in the US due to higher interest rates and the impact of these higher rates on lending availability, primarily on smaller projects, we experienced a decline in unit activations resulting in lower units on rent.

Lower demand in the retail and wholesale trade customer segment also negatively impacted portable storage unit demand.

Given the flexibility in our cost structure, we reacted quickly to the lower activity levels and reduced variable costs relative to our forecast.

Given the flexibility in our cost structure, we reacted quickly to the lower activity levels and reduced variable costs.

Business Environment and Outlook

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We track several market leading indicators to predict demand, including those related to our two largest end markets, the commercial and industrial sector and the construction and infrastructure sector, which collectively accounted for approximately 85% of our revenues in the year ended December 31, 2025.

Even in an uncertain macro-economic environment, market catalysts such as increased infrastructure spending, onshoring and reshoring, and idiosyncratic growth levers such as continued penetration of our customer base with our VAPS offerings, long-term pricing tailwinds, cross-selling our portfolio of products, and other commercial best practice sharing within WillScot provide us confidence in our continued organic growth outlook.

Even in an uncertain macro-economic environment, market catalysts such as increased infrastructure spending, onshoring and reshoring, and large scale projects like data centers and power generation support our revenues.

Additionally, we are investing in our sales team to drive enterprise account and local market execution with continued penetration of our customer base with our VAPS offerings, long-term pricing initiatives, and cross-selling our portfolio of products.

Components of Our Consolidated Historical Results of Operations

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The average number of units on rent during a period represents the number of units in use from the time they are leased to a customer until the time they are returned to us.

Our average monthly rental rate per unit for a period is equal to the ratio of (i) our rental revenue for that period including VAPS but excluding delivery and installation services and other leasing-related revenues, to (ii) the average number of lease units rented to our customers during that period.

Our average monthly rental rate per unit for a period is equal to the

ratio of (i) our rental revenue for that period including VAPS but excluding delivery and installation services and other leasing-related revenues, to (ii) the average number of lease units rented to our customers during that period.

We also measure the average utilization rate of our lease units, which is the ratio of (i) the average number of units on rent to (ii) the average total number of units available for lease in our fleet during a period.

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Selling, General and Administrative Expense

Our SG&A expense includes all costs associated with our selling efforts, including marketing costs, marketing salaries and benefits, as well as the salary, benefits, and commissions of sales personnel.

SG&A expense also includes the leasing of facilities we occupy, professional fees and information systems, our overhead costs, such as salaries and other employee costs of management, administrative and corporate personnel, and integration costs associated with acquisitions and business combinations.

Our SG&A includes all costs associated with our selling efforts, including marketing costs, marketing salaries and benefits, as well as the salary, benefits, and commissions of sales personnel.

SG&A also includes the leasing of facilities we occupy, professional fees and information systems, our overhead costs, such as salaries and other employee costs of management, administrative and corporate personnel, and integration costs associated with acquisitions and business combinations.

Finally, SG&A incorporates the allowance for credit losses and costs incurred to pursue recovery of defaulted receivables.

Other Depreciation and Amortization

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Termination Fee

On January 28, 2024, we entered into the Merger Agreement with McGrath.

On September 17, 2024, the Company and McGrath mutually agreed to terminate the Merger Agreement.

In accordance with the terms of the Merger Agreement, we paid McGrath a $180.0 million termination fee during the year ended December 31, 2024.

In 2024, we paid a $180.0 million fee to terminate a merger agreement.

Impairment Loss on Intangible Asset

In 2024, we executed a rebranding under the WillScot brand name and discontinued the use of the Mobile Mini brand name.

As a result of this rebranding, we recognized an impairment charge of $132.5 million related to the Mobile Mini trade name during the year ended December 31, 2024.

In 2024, we executed a rebranding under the WillScot brand name, discontinued the use of the Mobile Mini brand name, and recognized an impairment charge of $132.5 million related to the Mobile Mini trade name.

Restructuring Costs

Restructuring costs include one-time termination benefits related to employee separation costs.

Currency (Gains) Losses, Net

Currency (gains) losses, net includes unrealized and realized (gains) losses on monetary assets and liabilities denominated in foreign currencies other than our functional currency at the reporting date.

Other (Income) Expense, Net

Other (income) expense, net primarily consists of (gain) loss on disposal of non-operational property, plant and equipment, insurance proceeds, (gain) loss on investments, other financing-related costs, and other non-recurring charges.

For the year ended December 31, 2025, restructuring costs consist primarily of non-cash accelerated depreciation of rental equipment incurred as part of the Network Optimization Plan.

For the year ended December 31, 2024, restructuring costs include one-time termination benefits related to employee separation costs.

Currency Losses, Net

Currency losses, net includes unrealized and realized losses on monetary assets and liabilities denominated in foreign currencies other than our functional currency at the reporting date.

Other Expense (Income), Net

Other expense (income), net primarily consists of (gain) loss on disposal of non-operational property, plant and equipment, insurance proceeds, (gain) loss on investments, other financing-related costs, and other non-recurring charges.

Interest Expense, Net

Interest expense, net consists of the costs of external debt, including the Company’s ABL credit facility, outstanding notes, and obligations under finance leases, as well as the impact of interest rate swap agreements and interest income from investments.

Income Tax Expense

Interest expense, net consists of the costs of external debt, including the Company’s ABL Facility, outstanding notes, and obligations under finance leases, as well as the impact of interest rate swap agreements and interest income from investments.

Loss on Extinguishment of Debt

In 2025, we amended our ABL Facility.

We recorded a loss on extinguishment of debt of $3.4 million related to the ABL Facility amendment.

During 2025, we also redeemed $50.0 million of the 2031 Secured Notes.

The redemption resulted in a $2.0 million loss on extinguishment of debt.

Income Tax (Benefit) Expense

We are subject to income taxes in the US, Canada, Mexico, and India.

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These discrete items may not be consistent from year to year.

Income tax expense (benefit), deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect our best estimate of current and future taxes to be paid.

Income from Discontinued Operations

Income from discontinued operations was related to the former UK Storage Solutions segment which was sold in January 2023.

Income tax (benefit) expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect our best estimate of current and future taxes to be paid.

Consolidated Results of Operations

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Other depreciation and amortization 96,051 82,829 13,222

Restructuring costs 302,180 8,559 293,621

Termination fee — 180,000 (180,000)

Impairment loss on intangible asset — 132,540 (132,540)

Restructuring costs 8,559 — 8,559

Currency losses, net 210 593 (383)

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Interest expense, net 231,511 227,311 4,200

Income from continuing operations before income tax 36,604 468,419 (431,815)

Income tax expense from continuing operations 8,475 126,575 (118,100)

Income from continuing operations 28,129 341,844 (313,715)

Discontinued operations:

Income from discontinued operations before income tax — 4,003 (4,003)

Income tax expense from discontinued operations — 45,468 (45,468)

Gain on sale of discontinued operations — 176,078 (176,078)

Income from discontinued operations — 134,613 (134,613)

Net income $ 28,129 $ 476,457 $ (448,328)

Earnings per share from continuing operations - basic $ 0.15 $ 1.72 $ (1.57)

Earnings per share from continuing operations - diluted $ 0.15 $ 1.69 $ (1.54)

Loss on extinguishment of debt 5,364 — 5,364

(Loss) income before income tax (55,421) 36,604 (92,025)

Income tax (benefit) expense (2,431) 8,475 (10,906)

Net (loss) income $ (52,990) $ 28,129 $ (81,119)

(Loss) earnings per share - basic $ (0.29) $ 0.15 $ (0.44)

(Loss) earnings per share - diluted $ (0.29) $ 0.15 $ (0.44)

Weighted average shares - basic 182,394,306 188,101,693 (5,707,387)

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Other Financial Data:

Adjusted EBITDA from continuing operations (a)

Adjusted EBITDA (a)

$ 971,039 $ 1,063,160 $ (92,121)

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Total shareholders’ equity $ 856,254 $ 1,018,593 $ (162,339)

(a) WillScot presen ts Adjusted EBITDA from continuing operations, Net CAPEX, and Adjusted F ree Cash Flow, which are measurements not calculated in accordance with GAAP and are defined and reconciled below in the section "Reconciliation of Non-GAAP Financial Measures," because they are key metrics used by management to assess financial performance.

Our business is capital intensive, and these additional metrics allow management to further evaluate its operating performance.

(a) We presen t Adjusted EBITDA, Net CAPEX, and Adjusted F ree Cash Flow, which are measures not calculated in accordance with GAAP and are defined and reconciled below in the section "Reconciliation of Non-GAAP Financial Measures," because they are key metrics used by management to assess financial performance.

Our business is capital intensive, and these additional metrics allow management to further evaluate our operating performance.

Year Ended December 31,

(in thousands, except for units on rent and monthly rental rate) (a)

Modular space units on rent (average during the period) 89,548 94,780

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Average portable storage monthly rental rate $ 286 $ 266

(a) In 2024, we reclassified approximately 2,000 units that were previously reported as modular space units on rent to portable storage units on rent as these units are generally used in a dry storage application.

Additionally, based on our segment realignment, we have conformed our VAPS presentation to include all VAPS not specific to portable storage orders as modular space VAPS and recalculated average monthly rental rates.

This treatment is consistent with prior treatment in our previous Modular Segment.

All historical product operating key performance indicators have been recast to be presented on a comparable basis for all periods.

Approximately 87,000 of our modular space units, or 68%, and 99,000 of our portable storage units, or 56%, were on rent as of December 31, 2025.

Note that ending utilization figures reflect the removal of approximately 53,000 units (approximately 31,000 portable storage units and 22,000 modular space units) identified as part of our Network Optimization Plan from the total fleet count, whereas average annual utilization rates in the table above only reflect the removal of these units in months subsequent to approval of the Network Optimization Plan to determine the average fleet count.

Comparison of Years Ended December 31, 2025 and 2024

Total revenue increased $31.0 million, or 1.3%, to $2,395.7 million for the year ended December 31, 2024 from $2,364.8 million for the year ended December 31, 2023.

Leasing revenue increased $5.9 million, or 0.3%, as compared to 2023 driven by improved pricing and VAPS penetration and the addition of climate-controlled storage containers to our portfolio, partially offset by a decrease in total average units on rent of 33,973, or 13.3%.

Total VAPS revenue, which is included in leasing revenue, increased $5.7 million, or 1.5%, to $397.6 million for the year ended December 31, 2024 from $391.9 million for the year ended December 31, 2023.

New unit sales revenue increased $26.4 million, or 54.8%, mostly related to sales activity from a modular space manufacturing business we acquired in the third quarter of 2023, and rental unit sales revenue increased $16.9 million, or 37.2%, primarily driven by a single large project in the second quarter and increased overall rental unit sales activity.

Partially offsetting these revenue increases, delivery and installation revenue decreased $18.3 million, or 4.2%, due to decreased delivery activity.

Total revenue decreased $114.3 million, or 4.8%, to $2,281.4 million for the year ended December 31, 2025 from $2,395.7 million for the year ended December 31, 2024.

The decline in revenue was driven by a decrease in units on rent, two large installation projects in the prior year with revenue of approximately $26.0 million, and a $63.5 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.

However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in SG&A to the extent that the related receivables were already reserved.

Leasing revenue decreased $90.9 million, or 4.9%, as compared to 2024 driven by a decrease in total average units on rent of 24,903, or 11.3%, and an increase in accounts receivable write-offs, which drove $48.7 million of the decrease.

Increases in average monthly rental rates offset some of these decreases.

Lower demand was driven by reductions in non-residential construction project start activity over the past three years as a result of higher interest rates.

Total VAPS revenue, which is included in leasing revenue, decreased $0.1 million to $397.5 million for the year ended December 31, 2025 from $397.6 million for the year ended December 31, 2024.

Delivery and installation revenue decreased $30.0 million, or 7.2%, driven by fewer deliveries, as well as two large projects in the prior year with revenue of approximately $26.0 million and a $10.7 million increase in accounts receivable write-offs in 2025, partially offset by increased delivery and installation revenue driven by favorable product mix from large complex installations.

New unit sales revenue increased $3.4 million, or 4.6%, and rental unit sales revenue increased $3.1 million, or 5.0%.

Total average units on rent for the years ended December 31, 2025 and 2024 were 196,332 and 221,235, respectively.

Modular space average units on rent decreased 3,870 units, or 3.9%, and portable storage average units on rent decreased 30,103 units, or 19.2%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Modular space average units on rent decreased 5,232 units, or 5.5%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The average modular space unit utilization rate during the year ended December 31, 2025 was 59.9%, as compared to 61.9% during 2024.

The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.

Portable storage average units on rent decreased 19,671 units, or 15.6%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The average portable storage unit utilization rate during the year ended December 31, 2025 was 51.5%, as compared to 60.0% during 2024.

Lower demand was driven largely by reductions in non-residential construction project start activity over the past two years as a result of higher interest rates.

Lower demand in the retail and wholesale trade customer segment also negatively impacted portable storage unit demand.

Modular space average monthly rental rates increased $86, or 7.8%, to $1,185 for the year ended December 31, 2024.

Increases were driven by a continuation of the long-term price optimization and VAPS penetration opportunities.

Average portable storage monthly rental rates of $266 represented an increase of $31, or 13.2%, compared to the year ended December 31, 2023, as a result of our price management tools and processes, benefits from increased VAPS penetration

opportunities, and higher rental rates on the climate-controlled containers acquired in 2024 and the third and fourth quarters of 2023.

The decline in portable storage units on rent was driven

by weaker non-residential construction starts, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters.

Modular space average monthly rental rates increased $58, or 4.9%, to $1,243 for the year ended December 31, 2025 driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates of $286 represented an increase of $20, or 7.5%, compared to the year ended December 31, 2024, as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Gross Profit:

Gross profit decreased $138.3 million, or 10.6%, to $1,163.6 million for the year ended December 31, 2025 from $1,301.8 million for the year ended December 31, 2024.

The decrease in gross profit was a result of a $36.4 million increase in depreciation of rental equipment and a $30.1 million decrease in delivery and installation gross profit.

These decreases in gross profit were partially offset by a $19.3 million increase in leasing gross profit and increased new and rental unit sale gross profit of $15.1 million.

The increase in leasing gross profit was a result of increased revenues due to favorable average monthly rental rates including VAPS across both portable storage and modular space units, which offset lower units on rent.

Cost of leasing and services decreased by $1.6 million, or 0.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, driven by a $12.6 million, or 12.1%, decrease in materials costs and a $8.0 million, or 3.1%, decrease in subcontractor costs.

These decreases were partially offset by an $18.2 million, or 7.1%, increase in labor costs.

Cost of sales increased by $28.2 million, or 56.9%, to $77.8 million, which directionally aligns with increased sales revenue of $43.3 million, or 46.2%, for the year ended December 31, 2024.

The decrease in gross profit was a result of a $77.4 million decrease in leasing gross profit, a $31.8 million increase in depreciation of rental equipment, a $24.5 million decrease in delivery and installation gross profit, and decreased new and rental unit sales gross profit of $4.5 million.

This decrease in leasing gross profit was primarily driven by lower demand in 2025 and increased accounts receivable write-offs.

The decrease in delivery and installation gross profit was driven by driven by reduced delivery and return volumes.

The increase in depreciation of rental equipment was driven by incremental depreciation of $41.0 million recorded for rental equipment identified for disposal related to the exit of certain real estate positions prior to the approval of the Network Optimization Plan in December 2025.

Costs of leasing and services decreased by $19.0 million, or 2.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by an $18.3 million, or 7.4%, decrease in subcontractor costs, a $4.3 million, or 4.6%, decrease in materials costs, and a $1.2 million, or 0.4%, decrease in labor costs as we continued our insourcing initiatives and reduced variable costs to match demand.

Costs of sales increased by $11.1 million, or 14.3%, to $88.9 million, which aligns with increased sales revenue of $6.6 million, or 4.8%, for the year ended December 31, 2025.

Our gross profit percentage was 51.0% and 54.3% for the years ended December 31, 2025 and 2024, respectively.

This decrease, as referenced above, was mainly driven by lower utilization rates, specifically on portable storage products.

Gross profit percentage was also impacted by lower delivery and installation margins and an increase in new and rental unit sales, which generated lower margins.

SG&A Expense:

SG&A expense increased $34.6 million, or 5.8%, to $630.7 million for the year ended December 31, 2024, as compared to $596.1 million for the year ended December 31, 2023.

Discrete expenses for certain one-time projects, primarily legal and professional fees related to transaction costs from terminated acquisitions, increased $41.8 million.

Real estate and occupancy costs increased $14.8 million, or 17.2%, and stock compensation expense increased $1.5 million to $36.0 million for the year ended December 31, 2024, as compared to $34.5 million for the year ended December 31, 2023.

These increases were partially offset by a $9.4 million, or 3.7%, decrease in employee costs driven primarily by reduced variable compensation;

a $6.6 million, or 8.3%, decrease in service agreements and professional fees;

a $4.7 million, or 20.1%, decrease in the provision for credit losses, net of write offs;

and a $4.2 million, or 18.3%, decrease in travel costs.

SG&A decreased $48.9 million, or 7.8%, to $581.8 million for the year ended December 31, 2025, as compared to $630.7 million for the year ended December 31, 2024.

The decrease was primarily driven by a $54.2 million, or 289.3%, decrease in the provision for credit losses, net of write offs.

Expenses for certain one-time projects, primarily legal and professional fees related to transaction costs from terminated acquisitions, decreased $40.8 million.

These decreases were partially offset by increased employee costs of $23.1 million, or 9.3%, primarily relating to variable compensation, higher employee insurance costs, and an increase in sales headcount.

Real estate and occupancy costs increased $8.4 million, or 8.3%, travel costs increased $7.2 million, or 38.0%, service agreements and professional fees increased $4.1 million, or 5.5%, and stock compensation expense increased $2.5 million.

Adjusted EBITDA:

Adjusted EBITDA increased $1.7 million, or 0.2%, to $1,063.2 million for the year ended December 31, 2024, from $1,061.5 million for the year ended December 31, 2023.

The increase was driven by a $19.3 million increase in leasing gross profit, a $15.1 million increase in new and rental unit sales gross profit, and decreased SG&A expense, excluding discrete costs, of $6.3 million, or 1.2%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase in was partially offset by decreased delivery and installation gross profit of $30.1 million for the year ended December 31, 2024 driven by reduced delivery and return volumes and rates, as well as, insurance recoveries received in 2023 related to a 2022 hurricane.

Adjusted EBITDA decreased $92.1 million, or 8.7%, to $971.0 million for the year ended December 31, 2025, from $1,063.2 million for the year ended December 31, 2024.

The decrease was driven by lower gross profit primarily resulting from lower demand for leasing products, reduced delivery and return volumes, and an increase in write offs recorded as a reduction to revenue.

In addition, SG&A increased primarily as a result of higher employee costs, real estate and occupancy costs, travel costs, and service agreements and professional fees.

The increase in SG&A was more than offset by a decrease in the provision for credit losses.

Other Depreciation and Amortization:

Other depreciation and amortization increased $9.9 million, or 13.6%, to $82.8 million for the year ended December 31, 2024, as compared to $72.9 million for the year ended December 31, 2023, primarily related to the amortization of the Mobile Mini trade name in 2024.

Other depreciation and amortization increased $13.2 million, or 16.0%, to $96.1 million for the year ended December 31, 2025, as compared to $82.8 million for the year ended December 31, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Restructuring Costs:

Restructuring costs of $302.2 million for the year ended December 31, 2025 were primarily due to accelerated depreciation of rental equipment identified for abandonment as part of the Company's Network Optimization Plan to reduce the Company's real estate costs through strategic real estate exits.

Restructuring costs for the year ended December 31, 2024 were primarily due to employee termination costs as a result of a cost-reduction plan implemented in June 2024 for certain centralized and redundant resources related to task localization and the unification of our go-to market structure.

Termination Fee:

We paid a termination fee of $180.0 million to McGrath related to the termination of the Merger Agreement during the year ended December 31, 2024.

We paid a termination fee of $180.0 million related to the termination of a merger agreement during the year ended December 31, 2024.

This fee was treated as an operating expense.

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Impairment loss on intangible asset was $132.5 million for the year ended December 31, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Restructuring Costs:

Restructuring costs of $8.6 million for the year ended December 31, 2024 were primarily due to employee termination costs as a result of a cost-reduction plan implemented in June 2024 for certain centralized and redundant resources related to task localization and the unification of our go-to market structure.

Currency Losses, Net:

Currency losses, net decreased by $0.4 million to $0.2 million for the year ended December 31, 2025 as compared to $0.6 million for the year ended December 31, 2024.

This change was primarily attributable to a $7.7 million loss in 2023 on the settlement of the contingent foreign currency forward contract relating to the sale of the former UK Storage Solutions segment in January 2023.

Other Expense (Income), Net:

Other expense, net was $2.7 million for the year ended December 31, 2024 compared to other income, net of $15.4 million for the year ended December 31, 2023.

This change was primarily attributable to a gain on sale of fixed assets related to a real estate sale transaction during the year ended December 31, 2023 and insurance recoveries received in 2023 related to Hurricane Ian in the Gulf Coast area of the United States in 2022.

Other Expense, Net:

Other expense, net was $1.9 million for the year ended December 31, 2025 compared to $2.7 million for the year ended December 31, 2024.

Interest Expense, Net:

Interest expense, net increased $4.2 million, or 1.8%, to $231.5 million for the year ended December 31, 2025 from $227.3 million for the year ended December 31, 2024.

The increase in interest expense was a result of higher outstanding debt balances, partially offset by lower overall weighted average interest rates as a result two interest rate swap agreements executed in January 2024.

The increase in interest expense was driven

by a decrease in amounts received from the Company's interest rate swap agreements as a result of decreased interest rates and higher overall weighted average interest rates on the Company's senior secured notes.

See Note 11 to the consolidated financial statements for further discussion of our debt.

Income Tax Expense from Continuing Operations:

Income tax expense decreased $118.1 million to $8.5 million for the year ended December 31, 2024 as compared to $126.6 million for the year ended December 31, 2023.

The decrease in income tax expense was driven by a decrease in income from continuing operations before income tax for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Income from Discontinued Operations:

Income from discontinued operations of $134.6 million for the year ended December 31, 2023 was related to the sale of the former UK Storage Solutions segment in January 2023.

Loss on Extinguishment of Debt:

In 2025, we recorded loss on extinguishment of debt of $3.4 million and $2.0 million related to the amendment of our ABL Facility and the redemption of $50.0 million of the 2031 Secured Notes, respectively.

Income Tax (Benefit) Expense:

Income tax (benefit) expense decreased $10.9 million to a $2.4 million income tax benefit for the year ended December 31, 2025 as compared to $8.5 million income tax expense for the year ended December 31, 2024.

The decrease in income tax expense was driven by a decrease in income before income tax for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Capital Expenditures for Rental Equipment:

Capital expenditures for rental equipment increased $53.9 million, or 23.7%, to $280.9 million for the year ended December 31, 2024 from $227.0 million for the year ended December 31, 2023 as a result of increased modular refurbishment spending, investments in VAPS for portable storage, and new fleet purchases, including additional investment in climate-controlled containers.

Net CAPEX increased $48.8 million, or 26.4%, to $233.4 million for the year ended December 31, 2024 from $184.7 million for the year ended December 31, 2023, driven by increased capital expenditures for rental equipment as described above and a $11.4 million decrease in proceeds from the sale of property, plant, and equipment, partially offset by a $12.7 million increase in proceeds from the sale of rental equipment and a $3.8 million decrease in purchases of property, plant and equipment.

Capital expenditures for rental equipment increased $36.8 million, or 13.1%, to $317.7 million for the year ended December 31, 2025, from $280.9 million for the year ended December 31, 2024 as a result of increased investments in VAPS, new fleet purchases, and modular refurbishment spending.

Net CAPEX increased $39.8 million, or 17.0%, to $273.2 million for the year ended December 31, 2025 from $233.4 million for the year ended December 31, 2024, driven by increased capital expenditures for rental equipment.

Reconciliation of Non-GAAP Financial Measures

In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results.

In addition to using GAAP financial measures, we use certain non-GAAP financial measures to evaluate our operating results.

As such, we include in this Annual Report on Form 10-K reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Set forth below are definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Annual Report on Form 10-K along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures.

Set forth below are definitions and reconciliations to the most directly comparable GAAP measures of certain non-GAAP financial measures used in this Annual Report on Form 10-K along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures.

Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP.

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• Non-cash charges for stock compensation plans.

Our Chief Operating Decision Maker ("CODM") evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated income from continuing operations to Adjusted EBITDA from continuing operations below.

• Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, unrealized gains and losses on investments, costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan, and non-equity executive transition costs.

Our Chief Operating Decision Maker ("CODM") evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net (loss) income to Adjusted EBITDA below.

Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance, inclusive of indirect costs.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing WillScot’s results as reported under US GAAP.

Some of these limitations are:

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Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a measure of cash that will be available to meet our obligations.

The following table provides reconciliations of Income from continuing operations to Adjusted EBITDA from continuing operations:

The following table provides reconciliations of Net (loss) income to Adjusted EBITDA:

Year Ended December 31,

(in thousands) 2025 2024

Income from continuing operations $ 28,129 $ 341,844

Income tax expense from continuing operations 8,475 126,575

Income from continuing operations before income tax 36,604 468,419

Net (loss) income $ (52,990) $ 28,129

Income tax (benefit) expense (2,431) 8,475

(Loss) income before income tax (55,421) 36,604

Depreciation and amortization 430,021 384,972

Interest expense, net 227,311 205,040

Impairment loss on intangible asset 132,540 —

Restructuring costs, lease impairment expense and other related charges 302,804 9,435

Currency losses, net 593 6,754

Transaction costs 651 2,259

Integration costs 7,521 10,366

Impairment loss on long-lived asset 374 —

Interest expense, net 231,511 227,311

Loss on extinguishment of debt 5,364 —

Stock compensation expense 38,426 35,966

Integration and transaction costs 3,103 8,172

Currency losses, net 210 593

Termination fee — 180,000

Impairment loss on intangible asset — 132,540

Impairment loss on long-lived asset — 374

15,021 47,193

Adjusted EBITDA from continuing operations $ 1,063,160 $ 1,061,465

(a) Includes $42.4 million in legal and professional fees related to the terminated McGrath transaction for the year ended December 31, 2024.

Adjusted EBITDA $ 971,039 $ 1,063,160

(a) For the year ended December 31, 2025, other included $5.1 million in non-equity executive transition costs and $3.8 million in costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan.

For the year ended December 31, 2024, other included $42.4 million in legal and professional fees related to the terminated merger with McGrath.

We define N et CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities.

Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business.

As presented below, Net CAPEX includes amounts for the UK Storage Solutions segment through January 31, 2023.

The following table provides reconciliations of Net CAPEX:

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Adjusted Free Cash Flow

We define Adjusted Free Cash Flow as net cash provided by operating activities;

less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities;

excluding one-time, nonrecurring payments for the McGrath termination fee and transaction costs from terminated acquisitions.

Management believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.

presented below, Adjusted Free Cash Flow includes amounts for the UK Storage Solutions segment through January 31, 2023.

We define Adjusted Free Cash Flow as net cash provided by operating activities less purchases of rental equipment and property, plant and equipment plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities;

excluding one-time, nonrecurring payments for the termination fee and transaction costs from terminated acquisitions.

Management believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation priorities.

The following table provides reconciliations of net cash provided by operating activities to Adjusted Free Cash Flow:

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Liquidity and Capital Resources

WillScot is a holding company that derives its operating cash flow from its operating subsidiaries.

We are a holding company that derives our operating cash flow from our operating subsidiaries.

Our principal sources of liquidity include cash flows generated from operating activities of our subsidiaries, borrowings under our ABL Facility, and sales of debt securities.

We have consistently accessed the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities.

We believe we have ample liquidity in the ABL Facility and are generating substantial Adjusted Free Cash Flow, which together support both organic operations and other capital allocation priorities as they arise.

We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service, and capital requirements over the next twelve months and thereafter for the foreseeable future.

We continue to review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan.

We believe we have ample liquidity in the ABL Facility and are generating substantial Adjusted Free Cash Flow, which together support both organic operations and other capital allocation priorities.

We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service, and capital cash requirements over the next twelve months and thereafter for the foreseeable future.

We regularly review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan.

In addition, we continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt, equity securities and/or equity-linked securities.

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From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.

Our revolving credit facility provides an aggregate principal amount of up to $3.7 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the “ABL Facility”).

Borrowing availability under the ABL Facility is equal to the lesser of $3.0 billion and the applicable borrowing bases.

The borrowing bases are a function of, among other things, the value of the assets in the relevan t collateral pool of which our rental equipment represents the largest component.

At December 31, 2024, we had $1.6 billion of available borrowing capacity under the ABL Facility.

The consolidated statements of cash flows include amounts for the UK Storage Solutions segment through January 31, 2023.

See Note 3 to the financial statements for disclosure of significant operating and investing items related to the UK Storage Solutions segment.

The borrowing bases are a function of, among other considerations, the value of the assets in the relevan t collateral pool, of which our rental equipment represents the largest component.

At December 31, 2025, we had $1.4 billion of available borrowing capacity und er the ABL Facility.

The following summarizes our change in cash and cash equivalents for the periods presented:

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Cash flows from operating activities

Net cash provided by operating activities for the year ended December 31, 2024 was $561.6 million as compared to $761.2 million for the year ended December 31, 2023, a decrease of $199.6 million.

The decrease in net cash provided by operating activities was primarily due to the payment of $225.7 million for the McGrath termination fee and transaction costs from terminated acquisitions during the year ended December 31, 2024.

Net cash provided by operating activities for the year ended December 31, 2025 was $762.0 million as compared to $561.6 million for the year ended December 31, 2024, an increase of $200.3 million.

The increase in net cash provided by operating activities was primarily due to the payment of $225.7 million for the termination fee paid in connection with the proposed McGrath merger and transaction costs from terminated acquisitions during the year ended December 31, 2024.

Cash flows from investing activities

Net cash used in investing activities for the year ended December 31, 2025 was $417.5 million as compared to $362.3 million for the year ended December 31, 2024, an increase of $55.1 million.

The increase in net cash used in investing activities primarily resulted from an increase in the purchase of rental equipment and refurbishments of $53.9 million due to increased refurbishment spending, investments in VAPS for portable storage, and new fleet purchases, including additional investment in climate-controlled containers during the year ended December 31, 2024.

This increase was partially offset by a decrease in net cash used for acquisition and divestiture activity during 2024 of $36.4 million, including a decrease of $440.4 million in cash used in acquisitions, net of cash acquired and a decrease of $404.0 million in proceeds from the sale of the former UK Storage Solutions segment in the year ended December 31, 2023.

The increase in net cash used in investing activities primarily resulted from an increase in the purchase of VAPS, rental equipment, and refurbishments of $36.8 million to support strong activity in large project demand and an increase in cash used in acquisitions, net of cash acquired of $23.5 million during the year ended December 31, 2025.

Cash flows from financing activities

Net cash used in financing activities for the year ended December 31, 2024 was $200.1 million as compared to $418.9 million for the year ended December 31, 2023, a decrease of $218.8 million.

The decrease in net cash used in financing activities was driven by a decrease of $547.7 million in cash used for the repurchase of common stock.

The decrease was partially offset by a decrease of $314.8 million in receipts from borrowings, net of repayments of borrowings.

Net cash used in financing activities for the year ended December 31, 2025 was $340.5 million as compared to $200.1 million for the year ended December 31, 2024, an increase of $140.4 million.

The increase was primarily due to an increase in repayments of borrowings, net of receipts from borrowings, of $267.2 million and a $51.1 million increase in dividends paid during the year ended December 31, 2025.

The increase in net cash used in financing activities was partially offset by a decrease of $178.4 million in cash used for the repurchase of common stock and a $10.0 million increase in receipts from issuance of common stock from the exercise of options in the year ended December 31, 2025.

Material cash requirements

The Company’s material cash requirements include the following contractual and other obligations:

The Company has outstanding debt related to its ABL Facility, 2025 Secured Notes, 2028 Secured Notes, 2029, Secured Notes, 2031 Secured Notes, and finance leases, including interest, totaling $3.7 billion as of December 31, 2024, $549.9 million of which is obligated to be repaid within the next twelve months.

We have the intent and believe we have the ability to refinance the $526.5 million carrying value of the 2025 Secured Notes on a long-term basis as demonstrated by our forecasted available capacity under the ABL Facility, among other refinancing alternatives to be considered opportunistically.

The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases, totaling $3.6 billion as of December 31, 2025, $31.1 million of which is obligated to be repaid within the next twelve months.

The Company has no maturities of debt until 2028 other than for finance leases.

Refer to Note 11 for further information regarding outstanding debt.

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As of December 31, 2025, the Company had lease obligations of $375.6 million, with $78.8 million payable within the next twelve months.

In addition to the cash requirements described above, the Company has a Share Repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.

This program does not obligate the Company to repurchase any specific amount of shares.

In addition to the cash requirements described above, the Company has a dividend program subject to quarterly declaration by the Board of Directors as well as a share repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.

As of December 31, 2025, $724.3 million of the authorization for future repurchases of our Common Stock remained available.

These programs do not obligate the Company to pay dividends or repurchase shares.

Critical Accounting Estimates

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The Company's lease arrangements can include multiple lease and non-lease components.

Examples of lease components include, but are not limited to, the lease of modular space and portable storage units and VAPS.

Examples of non-lease components include, but are not limited to, the delivery, install ation, and removal services commonly provided in a bundled transaction with the lease components.

Examples of lease components include the lease of modular space and portable storage units and VAPS.

Examples of non-lease components include the delivery, install ation, and removal services commonly provided in a bundled transaction with the lease components.

Arrangement consideration is allocated between lease components and non-lease components based on the relative estimated selling (leasing) price of each deliverable.

Selling (leasing) price of the

lease component is estimated using an adjusted market approach whereby the Company estimates the price that customers in the market would be willing to pay.

Selling (leasing) price of the lease component is estimated using an adjusted market approach whereby the Company estimates the price that customers in the market would be willing to pay.

Services Revenue

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After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations.

Note 2 to the Consolidated Financial Statements included in Item 8 of Part II of this annual report provides further discussion regarding business combinations and any fair value adjustments to amounts previously reported.

Refer to Note 3 for further discussion regarding business combinations and any fair value adjustments to amounts previously reported.

Evaluation of Goodwill Impairment

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The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount.

The Company estimates the fair value of a reporting unit by using a discounted cash flow model that calculates fair value as the present value of expected cash flows of the reporting units.

The Company estimates the fair value of a reporting unit by using a combination of the income approach and the market approach.

Under the income approach, the Company uses a discounted cash flow model that calculates fair value as the present value of expected cash flows of the reporting units.

Under the market approach, fair value is calculated using the average EBITDA multiples of comparable guideline companies whose securities are actively traded in public markets.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.

These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, value of net operating losses, future economic and market conditions and determination of appropriate market comparables.

These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, the value of net operating losses, future economic and market conditions, and the determination of appropriate comparable companies.

Management bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain.

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Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually.

After determining the Mobile Mini trade name was no longer indefinite-lived and recording an impairment during the year ended December 31, 2024, the Company’s only remaining indefinite-lived intangible asset is the WillScot trade name.

The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test.

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This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value.

If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the carrying value of the indefinite-lived intangible asset exceeds the fair value.

The relief-from-royalty method requires the Company to make assumptions regarding future revenue and the appropriate selection of royalty and discount rates.

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Cost includes expenditures that are directly attributable to the acquisition of the asset.

Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment.

Costs of improvements

and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment.

Judgment is involved as to when these costs should be capitalized.

Costs incurred for equipment to meet a particular customer specification are either capitalized and depreciated over the lease term taking into consideration the residual value of the asset or charged to the customer at the beginning of the lease and expensed as incurred.

Maintenance and repair costs are expensed as incurred.

Depreciation is computed using the straight-line method over estimated useful lives, as follows:

Estimated Useful Life Residual Value

Modular space units 5 - 30 years

Portable storage units 7 - 30 years

VAPS and other related rental equipment 1 - 10 years

Depreciation is computed using the straight-line method over estimated useful lives.

The estimated useful lives and estimated residual values of our rental equipment are subject to periodic review.

These lives are based on our historical experience and publicly available information of other companies with similar rental products.

Allowance for Credit Losses

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The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical credit loss experience and, as applicable, current conditions to the extent that historical information does not reflect current conditions that affect collectability.

This estimate is sensitive to changing circumstances.

Accordingly, the Company may be required to increase or decrease its allowances in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, the Company may be required to increase or decrease its allowance in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

The Company has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue.

The remaining provision for credit losses is recorded as SG&A.

Changes in estimates are reflected in the period they become known.

If circumstances change in a way that require a change in estimates, such as a change in financial condition of customers or unanticipated changes in the economy, we may accrue additional allowances.

There were no changes in the Company's estimates or underlying assumptions relating to the determination of the allowance for credit losses for the year ended December 31, 2024 that would have materially impacted the allowance for credit losses.

R efer to Note 1 to the Consolidated Financial Statements included in Item 8 of Part II of this annual report for a summary of activity in the allowance for credit losses.

R efer to Note 1 for a summary of activity in the allowance for credit losses.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

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a more-likely-than-not recognition criterion;

and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon

ultimate settlement.

and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis